Common use of Piggy-Back Rights; Rule 144 Clause in Contracts

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4), the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4)'s stock, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s 's Registrable Securities in such registration statementstatement (a "Subsequent Registration Statement"), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s 's shares). Each Holder’s 's rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s 's remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than November 1, 2006. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder if the benefits of Rule 144 promulgated Company does not fulfill its obligations under subparagraph (i) above, which will affect the 1933 Act or Holder's ability to sell the shares, may be difficult to ascertain. If either (A) the Company fails to give the Lender the notice referred to in the immediately preceding subparagraph (i) which results in any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of Holder's shares not being included in the Company to the public without registration Subsequent Registration Statement or (collectively, “Rule 144”)B) after giving such notice, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner fails to include all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and Holder's shares (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) the Company fails to file a registration statement covering the Registrable Securities on or before November 15, 2006, then the Company will make payment to the effect thatLender, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written Note then outstanding (the "Periodic Amount"). The term "Computation Period" means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Lender's sale of all of the Holder's shares. The Periodic Amount shall be due without further demand or notice from the Company Lender. The parties agree that such Potential Material Event either has been disclosed the amounts payable pursuant to the public or no longer constitutes foregoing provisions of this Section 4(g) represent a Potential Material Event; providedreasonable estimate on the part of the parties, howeveras of the date of this Agreement, that of the Company may not so suspend amount of such right other than during a Permitted Suspension Period. The term “damages.

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) Warrant Shares subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s 's stock (other than a registration on Form S-8 or on Form S-4)) filed after the date hereof, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s 's Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s 's shares). Each The Holder’s 's rights under this Section 4(g)(i4(h)(i) shall expire at such time as such Holder can sell all of such Holder’s 's remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the The Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make shall prepare and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required within five (5) business days of the Company under the 1933 Act and the 1934 Act; and (c) furnish to Certificate of Incorporation Amendment Filing Date, a Registration Statement registering for resale by the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements sufficient number of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy shares of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit Common Stock for the Holder to sell such securities pursuant any Registrable Securities not previously registered, but in no event less than the number of shares equal to Rule 144 without registration; and the sum of (dx) one hundred fifty percent (150%) of the number of shares into which the Note would be convertible at the request time of any Holder then holding Registrable Securitiesfiling of such Registration Statement (assuming for such purposes that this Note had been issued, give the Transfer Agent instructions (supported by an opinion of Company counselhad been eligible to be converted, if required or requested by the Transfer Agent) to the effect thatand had been converted, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined into Conversion Shares in accordance with its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred percent (100%) of the provisions number of Rule 144) for the Warrant Shares which would be issuable on exercise of the Holder proposes Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to sell (in writing in advance by the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate Holder, the Registration Statement shall state that, in accordance with Rule 144 416 and 457 under the Securities 1933 Act, and it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (iithe "Initial Required Effective Date") an opinion which is no later than the earlier of counsel acceptable to (Y) five (5) days after oral or written notice by the Company (for which purposes SEC that it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to declared effective or (Z) seventy-five (75) days folliwng the provisions Certificate of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificateIncorporation Amendment Filing Date. (iii) Notwithstanding the foregoing, if If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the number of shares of Common Stock represented by the Registrable Shares, issued or from time to time after be issued as contemplated by this Agreement, exceeds the date aggregate number of effectiveness shares of the registration statementCommon Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “either

Piggy-Back Rights; Rule 144. (i) The Holder Purchaser shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4)stock, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i4(h)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than January 31, 2008. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder if the benefits of Rule 144 promulgated Company does not fulfill its obligations under subparagraph (i) above, which will affect the 1933 Act or Holder’s ability to sell the shares, may be difficult to ascertain. If either (A) the Company fails to give the Purchaser the notice referred to in the immediately preceding subparagraph (i) which results in any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of Holder’s shares not being included in the Company to the public without registration Subsequent Registration Statement or (collectively, “Rule 144”)B) after giving such notice, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner fails to include all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and Holder’s shares (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) the Company fails to file a registration statement covering the Registrable Securities on or before January 31, 2008, then the Company will make payment to the effect thatPurchaser, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written notice from Note then outstanding (the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, “Periodic Amount”) provided however, that no event shall the Company may not so suspend such right other than during a Permitted Suspension Periodaggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Purchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages.

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent conversion of the Debentures or the exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s 's stock (other than a registration on Form S-8 or on Form S-4), the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days business days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s 's Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s 's shares). Each Holder’s 's rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s 's remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit Holder Investor to sell securities of the Company to the public without registration (collectively, “"Rule 144”"), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Exchange Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 Exchange Act, (ii) if not available on the SEC’s 's XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give its transfer agent (the "Transfer Agent Agent") instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s 's receipt from such Holder of (i) a certificate (a “"Rule 144 Certificate”") certifying (A) that the Holder’s 's holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “"Securities Being Sold”") is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s 's books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; providedPROVIDED, howeverHOWEVER, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “"Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information.

Piggy-Back Rights; Rule 144. (i) The Holder Purchaser shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4)stock, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than July __, 2008. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder if the benefits of Rule 144 promulgated Company does not fulfill its obligations under subparagraph (i) above, which will affect the 1933 Act or Holder’s ability to sell the shares, may be difficult to ascertain. If either (A) the Company fails to give the Purchaser the notice referred to in the immediately preceding subparagraph (i) which results in any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of Holder’s shares not being included in the Company to the public without registration Subsequent Registration Statement or (collectively, “Rule 144”)B) after giving such notice, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner fails to include all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and Holder’s shares (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) the Company fails to file a registration statement covering the Registrable Securities on or before July __, 2007, then the Company will make payment to the effect thatPurchaser, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written notice from Note then outstanding (the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, “Periodic Amount”) provided however, that no event shall the Company may not so suspend such right other than during a Permitted Suspension Periodaggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Purchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages.

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) Warrant Shares subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s 's stock (other than a registration on Form S-8 or on Form S-4)) filed after the date hereof, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s 's Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s 's shares). Each The Holder’s 's rights under this Section 4(g)(i4(h)(i) shall expire at such time lime as such Holder can sell all of such Holder’s 's remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the The Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make shall prepare and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required within five (5) business days of the Company under the 1933 Act and the 1934 Act; and (c) furnish to Certificate of Incorporation Amendment Filing Date, a Registration Statement registering for resale by the Holder so long as such party owns Registrable Securities, promptly upon request, a sufficient number of shares of Common(i,) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit Stock for the Holder to sell such securities pursuant any Registrable Securities not previously registered, but in no event less than the number of shares equal to Rule 144 without registration; and the sum of (dx) one hundred fifty percent (150%) of the number of shares into which the Note would be convertible at the request time of any Holder then holding Registrable Securitiesfiling of such Registration Statement (assuming for such purposes that this Note had been issued, give the Transfer Agent instructions (supported by an opinion of Company counselhad been eligible to be converted, if required or requested by the Transfer Agent) to the effect thatand had been converted, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined into Conversion Shares in accordance with the provisions its terms, whether or not such issuance, eligibility, accrual of Rule 144interest or conversion had in fact occurred as of such date) for the and (y) one hundred percent (100%) of the' number of Warrant Shares which would be issuable on exercise of the Holder proposes Warrants (assuming for such purposes that all Warrants had been issued, had been-eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to sell (in writing in advance by the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate Holder, the Registration Statement shall state that, in accordance with Rule 144 416 and 457 under the Securities 1933 Act, and it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (iithe "Initial Required Effective Date") an opinion which is no later than the earlier of counsel acceptable to (Y) five (5) days after oral or written notice by the Company (for which purposes SEC that it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to declared effective or (Z) seventy-five (75) days following the provisions Certificate of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificateIncorporation Amendment Filing Date. (iii) Notwithstanding the foregoing, if If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the number of shares of Common Stock represented by the Registrable Shares, issued or from time to time after be issued as contemplated by this Agreement, exceeds the date aggregate number of effectiveness shares of the registration statementCommon Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “either

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4), the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “Potential Material Event” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information.

Piggy-Back Rights; Rule 144. (i) The Holder Purchaser shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4)stock, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than ninety (90) days from the execution of this Agreement. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder if the benefits of Rule 144 promulgated Company does not fulfill its obligations under subparagraph (i) above, which will affect the 1933 Act or Holder’s ability to sell the shares, may be difficult to ascertain. If either (A) the Company fails to give the Purchaser the notice referred to in the immediately preceding subparagraph (i) which results in any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of Holder’s shares not being included in the Company to the public without registration Subsequent Registration Statement or (collectively, “Rule 144”)B) after giving such notice, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner fails to include all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and Holder’s shares (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) the Company fails to file a registration statement covering the Registrable Securities on or before the ninetieth day following the execution of this Agreement, then the Company will make payment to the effect thatPurchaser, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written notice from Note then outstanding (the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, “Periodic Amount”) provided however, that no event shall the Company may not so suspend such right other than during a Permitted Suspension Periodaggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Purchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages.

Piggy-Back Rights; Rule 144. (i) The Holder Purchaser shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4)stock, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i4(h)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than June 30, 2007. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder if the benefits of Rule 144 promulgated Company does not fulfill its obligations under subparagraph (i) above, which will affect the 1933 Act or Holder’s ability to sell the shares, may be difficult to ascertain. If either (A) the Company fails to give the Purchaser the notice referred to in the immediately preceding subparagraph (i) which results in any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of Holder’s shares not being included in the Company to the public without registration Subsequent Registration Statement or (collectively, “Rule 144”)B) after giving such notice, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner fails to include all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and Holder’s shares (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) the Company fails to file a registration statement covering the Registrable Securities on or before June 30, 2007, then the Company will make payment to the effect thatPurchaser, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written notice from Note then outstanding (the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, “Periodic Amount”) provided however, that no event shall the Company may not so suspend such right other than during a Permitted Suspension Periodaggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Purchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages.

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which termSecurities, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-8 or on Form S-4), the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the Company to the public without registration (collectively, “”Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Issued Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “Potential Material Event” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information.

Piggy-Back Rights; Rule 144. (i) The Holder shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) Warrant Shares subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s 's stock (other than a registration on Form S-8 or on Form S-4)) filed after the date hereof, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s 's Registrable Securities in such registration statement. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s 's shares). Each The Holder’s 's rights under this Section 4(g)(i4(h)(i) shall expire at such time as such Holder can sell all of such Holder’s 's remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. (ii) With a view to making available to the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the The Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make shall prepare and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required within five (5) business days of the Company under the 1933 Act and the 1934 Act; and (c) furnish to Certificate of Incorporation Amendment Filing Date, a Registration Statement registering for resale by the Holder so long as such party owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements sufficient number of Rule 144, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy shares of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit Common Stock for the Holder to sell such securities pursuant any Registrable Securities not previously registered, but in no event less than the number of shares equal to Rule 144 without registration; and the sum of (dx) one hundred fifty percent (150%) of the number of shares into which the Note would be convertible at the request time of any Holder then holding Registrable Securitiesfiling of such Registration Statement (assuming for such purposes that this Note had been issued, give the Transfer Agent instructions (supported by an opinion of Company counselhad been eligible to be converted, if required or requested by the Transfer Agent) to the effect thatand had been converted, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined into Conversion Shares in accordance with its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred percent (100%) of the provisions number of Rule 144) for the Warrant Shares which would be issuable on exercise of the Holder proposes Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to sell (in writing in advance by the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate Holder, the Registration Statement shall state that, in accordance with Rule 144 416 and 457 under the Securities 1933 Act, and it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (iithe "Initial Required Effective Date") an opinion which is no later than the earlier of counsel acceptable to (Y) five (5) days after oral or written notice by the Company (for which purposes SEC that it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to declared effective or (Z) seventy-five (75) days following the provisions Certificate of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificateIncorporation Amendment Filing Date. (iii) Notwithstanding the foregoing, if If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the number of shares of Common Stock represented by the Registrable Shares, issued or from time to time after be issued as contemplated by this Agreement, exceeds the date aggregate number of effectiveness shares of the registration statementCommon Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “either

Piggy-Back Rights; Rule 144. (i) The Holder Lender shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (stock, other than a registration statement on Form S-8 or on Form S-4)a registration statement relating to an acquisition or disposition by or of the Company, the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit, except the limitations in the 1933 Act and Exchange Act. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of if the Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company does not fulfill its obligations under the 1933 Act and the 1934 Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, subparagraph (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144above, the 1933 Act and the 1934 Act, (ii) if not available on the SEC’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right other than during a Permitted Suspension Period. The term “will

Piggy-Back Rights; Rule 144. (i) The Holder Purchaser shall have piggy-back registration rights with respect to the Registrable Securities (which term, for all purposes of this Section 4(g), includes shares issuable on the subsequent exercise of the Warrants) subject to the conditions set forth below. If the Company MHII participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the CompanyMHII’s stock (other than a registration on Form S-8 or on Form S-4)stock, the Company MHII shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) Trading Days after receipt of such notice, to demand inclusion of all or a portion of the Holder’s Registrable Securities in such registration statementstatement (a “Subsequent Registration Statement”), without any cutbacks. If the Holder exercises such election, the Registrable Securities so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such time as such Holder can sell all of such Holder’s remaining Registrable Securities under Rule 144 (as defined below) without volume or other restrictions or limit. Anything to the contrary notwithstanding, a registration statement covering the Registrable Securities shall be filed no later than January 31, 2008. (ii) With a view to making available to The parties acknowledge that the damages which may be incurred by the Holder the benefits of Rule 144 promulgated if MHII does not fulfill its obligations under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit Holder to sell securities of the Company to the public without registration (collectively, “Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (c) furnish to the Holder so long as such party owns Registrable Securities, promptly upon request, subparagraph (i) a written statement by above, which will affect the Company that it has complied with Holder’s ability to sell the reporting requirements of Rule 144shares, may be difficult to ascertain. If either (A) MHII fails to give the 1933 Act and Purchaser the 1934 Act, notice referred to in the immediately preceding subparagraph (iii) if not available on the SEC’s XXXXX system, a copy which results in any of the most recent annual Holder’s shares not being included in the Subsequent Registration Statement or quarterly report (B) after giving such notice, MHII fails to include all of the Company and such other reports and documents so filed by Holder’s shares (to the Company and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and (d) at the request of any Holder then holding Registrable Securities, give the Transfer Agent instructions (supported by an opinion of Company counsel, if required or extent requested by the Transfer AgentHolder) in the Subsequent Registration Statement or (C) MHII fails to file a registration statement covering the Registrable Securities on or before January 31, 2008, then the Company will make payment to the effect thatPurchaser, upon the Transfer Agent’s receipt from such Holder of (i) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than (1) year and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and (ii) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Lender). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate. (iii) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the registration statement, the Company notifies the Holder in writing of the existence of a Potential Material Event each Computation Period (as defined below), the Holder shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating ) an amount equal to the Registrable Securities, from the time 2% of the giving aggregate principal amount of notice with respect to a Potential Material Event until the Holder receives written notice from Notes then outstanding (the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, “Periodic Amount”) provided however, that no event shall the Company may not so suspend such right other than during a Permitted Suspension Periodaggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Subsequent Registration Statement and ending on the date on which there are one or more effective registration statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Purchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages.